Assignment of All Rights in Computer Software Template

Get a ready made and easy to use template that allows you to assign rights to computer software that you own. Use this Assignment of All Rights in Computer Software template in the sale of computer software to another entity. Simply download the template and fill in all of your required information. Insert any other possible clauses or statements you wish to include in your conditions of the assignment. Be able to create an assignment of rights within minutes upon download. Avoid all the hassle of having to draft an assignment of rights from scratch by downloading and using this template now!

ASSIGNMENT OF ALL RIGHTS IN COMPUTER SOFTWARE

THIS ASSIGNMENT OF ALL RIGHTS IN COMPUTER SOFTWARE (hereafter referred to as the “Agreement”) is entered into and made effective on [SPECIFY COMPLETE DATE] (hereafter referred to as the “Effective Date”) by and between [SPECIFY COMPLETE NAME OF Company] (hereafter referred to as the “Software Developer”) a [SPECIFY COMPANY NAME] company duly organized and registered under the laws of the [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE] with its chief executive office located at [SPECIFY RESTAURANT COMPLETE ADDRESS] AND [SPECIFY COMPLETE NAME OF COMPANY] (hereafter referred to as the “Assignee”, a [SPECIFY COMPANY] company duly organized and registered under the laws of the [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE] with its chief executive office located at [SPECIFY COMPLETE COMPANY ADDRESS]. (Collectively, the 
“Parties” and each individually a “Party”).

WHEREAS, the Software Developer is engaged in the business of developing [SPECIFY SOFTWARE NAME] (hereafter referred to as the “Software”), and such Software is under protection of the copyright and intellectual property laws of [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE] [OR SPECIFY AREAS OR LOCATIONS COVERED] and any and all copyright and intellectual property rights are rightfully owned by [SPECIFY COMPLETE NAME OF COMPANY];

WHEREAS, [SPECIFY COMPANY NAME] wishes to acquire all the copyrights, titles, interests and license to use the Software for the purpose of [SPECIFIC PURPOSE];

WHEREAS, Software Developer agrees to assign to [SPECIFY COMPANY NAME] all the copyrights, titles, interests and license to use the Software in accordance with the terms and conditions set forth herein;

NOW THEREFORE, the Parties of this Agreement agree to the following terms and conditions:

Section 1. Definition of Terms

1.1 As used in this Agreement, and unless otherwise the context compels a meaning other than the definition given below, the following terms shall have the meanings as defined below:

1.1.2 “Agreement” shall pertain to this Assignment of All Rights in Computer Software Agreement. Furthermore, the terms “hereof”, “hereto”, “hereunder” and comparable phrases shall mean and pertain to this Agreement, as a whole, and not to an individual Article, Section, Subsection or Paragraph. 

1.1.3 “Intellectual Property Rights” shall pertain to all registered and unregistered copyrights in all parts of the world,  registered and unregistered trademarks trade secrets, patents, patent applications, moral rights, trade dress, contract rights, and other proprietary rights of similar import. 

1.1.4  “Software” as used in this Agreement, the term “Software” hereafter refers collaboratively to the proprietary computer software program licensed under the trade names of “[SPECIFY NAME OF SOFTWARE]” developed by [SPECIFY NAME OF SOFTWARE DEVELOPER]

1.1.5 “Term” shall have its meaning ascribed in [SPECIFY SECTION FOR TERM]

1.1.6 “Territory” shall pertain to the areas listed on Exhibit [SPECIFY EXHIBIT] hereto.

Section 2. Conveyance of Rights

Software Developer hereby transfers, grants, conveys, assigns to the Assignee, any and all the copyrights, titles, interests and license to use the Software in and to both the tangible and the intangible property constituting the Software, for [SPECIFY NUMBER] [SPECIFY TIME UNIT] including all other related products of the Software including under the trade names of “[SPECIFY TRADE NAME OR BRAND NAME OF SOFTWARE]”, “[SPECIFY TRADE NAME OR BRAND NAME OF SOFTWARE]” and “[SPECIFY TRADE NAME OR BRAND NAME OF SOFTWARE]” Assignee hereby accept such assignment and shall, using all of its commercially available efforts, to perform any and all instruments necessary to execute the terms, conditions and provisions set forth in this Agreement. 

Section 3. Grant of License and Use

Software Developer hereby grants Assignee, and Assignee hereby accepts, a [SPECIFY IF EXCLUSIVE OR NON EXCLUSIVE] [SPECIFY IF TRANSFERABLE OR NON-TRANSFERABLE] [SPECIFY IF ROYALTY FREE] license to use the Software for purposes specified herein, such right shall be limited to the following rights and in accordance with the terms and conditions set forth in this Agreement, to develop, use, offer for sale, [OR SPECIFY] the Software. Assignee may not, without the prior express written approval of the Software Developer, (I) produce, generate, create or make duplicates, imitations, copies, clones, or replicas, or any other activity of similar import, works of the Software or any portion or section of the Software; or (ii) or combine, merge, mix or attempt to combine, merge, mix any and all parts of the Software with any other system, or distribute, any and all parts of the Software in any device, tool, program or any other digital system. Assignee further agrees that the [SPECIFY LICENSE] granted by the Software Developer under this Agreement does not give Assignee any other rights or titles other than those specifically granted herein.

Section 4. Delivery

3.1. Within [SPECIFY NUMBER] [SPECIFY TIME UNIT] following the Effective Date, Software Developer hereby acknowledge and agree to deliver to the Assignee all of its copies of the Software in [SPECIFY FORM], including without limitation, a master copy [OR SPECIFY COPY] of the Software in [SPECIFY FORM] form and in [SPECIFY FORMAT] format, all documentation, manuals, [SPECIFY OTHER MATERIALS] needed for the execution and use of the Software.  

Section 5.  License Fees, Payment and Records

5.1 License Fees and Payment

In consideration of the [SPECIFY RIGHTS] granted by the Software Developer to the Assignee, Assignee agrees to pay the Software Developer, within [SPECIFY NUMBER] [SPECIFY TIME UNIT] of the Effective Date, a license fee amounting to $[SPECIFY AMOUNT IN NUMERICAL VALUE] in [SPECIFY CURRENCY] payable through cash, or by wire transfer of available funds or [SPECIFY MODE OF PAYMENT].  

5.2 Access to Records

To the allowable extent by all applicable laws, each Party of this Agreement shall have the right to review all records related to or as a result of the performance of the terms and conditions set forth herein upon advance written notice of [SPECIFY NUMBER] [SPECIFY TIME UNIT], not more than [SPECIFY NUMBER] [SPECIFY TIME UNIT] times per fiscal [OR SPECIFY YEAR] year. 

Section 6. Term and Termination

6.1 Agreement Term

Unless otherwise sooner terminated by the Parties herein, the term of this Agreement shall commence on the Effective Date and shall remain in effect for a period of [SPECIFY NUMBER] [SPECIFY TIME UNIT] unless terminated prematurely by mutual agreement by the Parties hereto, and shall [SPECIFY RENEWAL TERMS] renew for [SPECIFY NUMBER] [SPECIFY TIME UNIT] subject to the terms on conditions set forth herein unless either Party gives the other Party Notice of its intention to terminate this Agreement [SPECIFY NUMBER] [SPECIFY TIME UNIT] before the end of the initial term.

6.2 Termination

6.2.1 For Cause  

Except as otherwise specified herein, Either Party may serve Notice to the other Party to immediately terminate this Agreement in the event any material breach of a material provision of this Agreement by such other Party remains unresolved [SPECIFY NUMBER] [SPECIFY TIME UNIT] after notice of such breach was received by such other Party.

[SPECIFY CAUSES FOR TERMINATION]

6.2.2 For Contesting Intellectual Property Rights  

Either Party may terminate this Agreement upon [SPECIFY NUMBER] [SPECIFY TIME UNIT] Notice to the other Party in the event the other Party contests or challenges to a material degree any of the other Party’s Intellectual Property rights. 

Section 7. Warranties

7.1 The Software Developer represent and warrants that:

• [SPECIFY COMPLETE NAME OF COMPANY] is the sole owner of Software, and all of its Related Products, including any and all of its software program codes, plugins, systems, data, and any other data, and all of its copyrights and all applicable intellectual property rights. 
• Software Developer has all corporate power, authority, governmental licenses, authorizations, consents and approvals required to enter into this Agreement and to fully perform its terms, conditions, provisions, representations, covenants and warranties set forth in this Agreement;
• Software Developer has taken all necessary actions on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder together with all other materials accessible to comply with all requirements of this Agreement;
• All consents, waivers, authorizations and approvals of any governmental or regulatory authority required to be obtained or provided by the Software Developer as of the Effective Date in connection with the execution, delivery and performance of this Agreement, shall have been duly obtained and shall be in full force and effect on the [SPECIFY DATE] date.
• Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions, terms, conditions, provisions, representations, covenants and warranties executed hereby, does not (i) conflict with any agreement, instrument or understanding, whether oral or written, to which it is a Party and by which it may be bound, subject in all cases to the rights of this Agreement or (ii) violate any Laws of any Governmental Authority having jurisdiction over it.

7.2 The Assignee hereby agrees to the following:

• To bear the entire costs and expenses relating to the conduct of its business, and its expenses incurred for or in connection with its performance under or breach of this Agreement;
• Assignee shall refrain from making any representations or warranties in respect of the Software and the Licensed Products, except those representations and warranties authorized in writing by the Software Developer
• Assignee hereby agrees to refrain from all acts resulting to disparaging the Software Developer or its Software and the Licensed Products, or from otherwise injuring the reputation and good standing of the Software Developer
• Assignee hereby agrees not to, directly or indirectly, solicit any sale of the Software and the Licensed Products outside the Territory without the prior written approval of the Software Developer.

Section 8. Protection of Confidential Information

The Parties of this Agreement hereby acknowledge and agree that during the Term of this Agreement and for a period of [SPECIFY NUMBER] [SPECIFY TIME UNIT] thereafter, in the course of each Party’s execution of the services set forth in this Agreement, both Parties shall have access to Confidential Information.  As used in the Agreement the term "Confidential Information" shall be defined as any information confidential and proprietary information of each Party, including, but not limited to, information not generally known outside the Company such as information which is unique to the Company and information about processes, systems, strategic plans, business plans, operating data, financial information and other information [OR SPECIFY]. Such Confidential Information shall be held in confidence, and shall not be disclosed, divulge, shared, sold, distributed, transferred or permitted others to publish, divulge, disseminate, or anything of the same import to any other Party other than those stated herein except otherwise expressly specified in this Agreement. 

Section 9. Indemnity

It is hereby agreed by the Parties of this Agreement that the Assignee shall, to the maximum permitted to applicable law, defend, protect, indemnify, and hold harmless Software Developer, from and against, imposed upon or reasonably incurred, any and all losses, costs, claims, actions, court proceedings, suits, liabilities, expenses, of whatever nature, including attorney’s fees, and any other legal expenses incurred, arising from or resulting from any and all third party claims (i) all allegations regarding infringement of the Software from any third party’s proprietary, copyright, trademark, intellectual and/or personal rights; (ii) in relation to Assignee’s failure to adhere with all applicable regulatory, and evaluation requirements; (iii) breach of any of the terms, sections, provisions, conditions, representations, warranties, and/or covenants set forth herein; (iv) n connection with the use of the Software including all product liability claims; or by (v) discrepancies regarding payment, including non-payment or underpayment of any of sales, products and services, taxes, and any other similar penalties, fines, and interests which the Assignee is required by applicable law to pay.

Section 10. Support

For a period of [SPECIFY NUMBER] [SPECIFY TIME UNIT] from the Effective Date, Software Developer shall provide a [SPECIFIC KIND OF SUPPORT] Technical Support service during the hours of [SPECIFY TIME UNIT] to [SPECIFY TIME UNIT], [SPECIFY BUSINESS DAY], excluding Public Holidays. 

Section 11. Good Faith and Good Efforts

The Parties hereunder agree to at all times, execute and perform all the terms and conditions of this Agreement in good faith and utilize all commercially available efforts in performing their respective duties and obligations under this Agreement and in the taking of all such action as may be necessary or appropriate in order to effectuate such duties and obligations. For the purposes of this Agreement, “Good Faith” shall refer to act free of deceit and untruthfulness at all times, and to perform the duties and obligations with constant effort to accomplish what is undertaken herein, to observe of reasonable standards for fair dealing in a given trade with the absence of any intention for fraud, deceit, harm and others of similar import disregarding the other Party’s rights. Furthermore, the Parties agree that there are no existing conflicts between their respective duties to perform in good faith and in utilizing their commercially available efforts related to the execution of this Agreement.

Section 12. Covenant Not To Compete In [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE] [OR SPECIFY AREAS OR LOCATIONS COVERED] 

For the duration of this Agreement and a period of [SPECIFY NUMBER OF YEARS] years following its termination, the Parties of this Agreement acknowledge, understand, represent, and warrant that neither of the Parties or any of its affiliates, authorized representatives or agents, shall not, directly or indirectly to conspire, or any acts of similar import, with any Person in order to engage or prepare to engage to have any interest in any business which is a Direct Competitor (hereafter defined below), or serve as an agent, partner, employee or in any and all other capacity to engage in such competitor in [SPECIFY NAME OF COUNTRY] and in any of the territories of [SPECIFY NAME OF COUNTRY]. As used in this Agreement, the term “Direct Competitor” shall mean any and all Person or entity engaged in the business of or providing business with [SPECIFY COMPANY TARGET MARKET] target market, [SPECIFY COMPANY BUSINESS] business, and [SPECIFY COMPANY PRODUCTS AND SERVICES] products and services of similar trade.  Furthermore, the Parties mutually agree that the only way to fairly compensate the injured Party for any violation or breach is through paying the liquidated damages of $[SPECIFY AMOUNT IN NUMERICAL VALUE] in [SPECIFY CURRENCY]. Furthermore, the Parties agree and understand that this amount approximates the expense and investment each Party has made in order to effectuate the terms and conditions set forth herein, and such amount is reasonable for the recouping of a Party should breach and or violation incur. 

Section 13. Miscellaneous Provisions

13.1 Severability

Where any term or provision set forth in this Agreement is held by a court of competent jurisdiction or under any applicable law or government authority to be unlawful, invalid, void and/or unenforceable, in any respect, such unlawful, invalid, void and/or unenforceable term or provision shall, not affect, in any way, the legality, validity and enforceability of the remaining terms and provisions and shall remain to be in full force and effect. Moreover, the Parties of this Agreement further agree to negotiate in good faith using all of its commercially available efforts to amend such unlawful, invalid, void or unenforceable term or provision with valid replacements, and such replacements shall be constructed to effect the original intent of the Parties.

13.2 Prohibition against Assignment

Except otherwise explicitly mutually agreed by the Parties of this Agreement to subsequently amend or modify the terms and conditions set forth herein, then such amendment or modification shall only be deemed to be effective only upon written instrument signed by both Parties hereunder or their respective legal or authorized representatives. Each Party hereunder and on behalf of their successors, heirs, and any Person or persons claiming under such Party by virtue hereof further agrees that this Agreement along all rights and interests, cannot be assigned or transferred, whether directly or indirectly in any way, means or nature, and shall not be subject to execution and or of other similar process. Attempts to do so, shall be considered null and void.

13.3 Notices

The Parties of this Agreement hereby agree and acknowledge that any and all notices, instruction, document and other communications required hereunder by any Party to the other shall be in writing and, unless otherwise specified herein, and shall be deemed effectively given upon (i) on the date of delivery through personal delivery; (ii) sent by overnight courier if signature for the receiving party is obtained to the other Party at the address set forth below or to such other address as any Party may give to the other in writing.

A. Software Developer

[SPECIFY COMPLETE NAME OF SOFTWARE DEVELOPER COMPANY]  
[SPECIFY COMPLETE ADDRESS OF SOFTWARE DEVELOPER COMPANY]  

B. Company

[SPECIFY COMPLETE NAME OF ASSIGNEE]
[SPECIFY COMPLETE ADDRESS OF ASSIGNEE]  

13.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE]. Furthermore, any and all action, suit or other legal proceeding in connection to any provision or term set forth in this Agreement, shall be commenced only in a court of law in the [SPECIFY STATE OR PROVINCE] of [SPECIFY STATE OR PROVINCE].

13.5 Headings in This Agreement

The Parties of this Agreement hereby agree and acknowledge that the headings of the articles and sections of this Agreement are inserted solely for convenience purposes only and shall not be deemed to constitute part of this Agreement or affect the interpretation and construction thereof, and do not alter, revise, and or modify any terms of this Agreement.

IN WITNESS WHEREOF the Parties of this Agreement have duly affixed their signatures under hand and seal on this [SPECIFY NUMBER] day of [SPECIFY MONTH], [SPECIFY YEAR].

[INSERT AUTHORIZED SIGNATURE]
[SPECIFY COMPLETE NAME OF SOFTWARE DEVELOPER]

[INSERT AUTHORIZED SIGNATURE]
[SPECIFY COMPLETE NAME OF ASSIGNEE]